Attached files

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EX-12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES - Wyndham Destinations, Inc.wyn-ex12_2015331xq1.htm
EX-15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION - Wyndham Destinations, Inc.wyn-ex15_2015331xq1.htm
EX-31.1 - CERTIFICATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER - Wyndham Destinations, Inc.wyn-ex311_2015331xq1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Wyndham Destinations, Inc.wyn-ex312_2015331xq1.htm
EX-10.1 - CREDIT AGREEMENT, DATED AS OF MARCH 26, 2015 - Wyndham Destinations, Inc.wyn-ex101_2015331xq1.htm
EXCEL - IDEA: XBRL DOCUMENT - Wyndham Destinations, Inc.Financial_Report.xls
EX-32 - CERTIFICATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICE - Wyndham Destinations, Inc.wyn-ex32_2015331xq1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from         to        
Commission File No. 001-32876
Wyndham Worldwide Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
20-0052541
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
22 Sylvan Way
 
07054
Parsippany, New Jersey
 
(Zip Code)
(Address of principal executive offices)
 
 
(973) 753-6000
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
 
 
 
 
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:
120,045,342 shares of common stock outstanding as of March 31, 2015.




Table of Contents

 
 
Page
PART I
FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
 
 
Item 2.
 
Item 3.
Item 4.
PART II
OTHER INFORMATION
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 




PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wyndham Worldwide Corporation
Parsippany, New Jersey 07054

We have reviewed the accompanying consolidated balance sheet of Wyndham Worldwide Corporation and subsidiaries (the "Company") as of March 31, 2015, and the related consolidated statements of income, comprehensive income, cash flows and equity for the three-month periods ended March 31, 2015 and 2014. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2014, and the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2014 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



/s/ Deloitte & Touche LLP
Parsippany, New Jersey
April 28, 2015




WYNDHAM WORLDWIDE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)


 
Three Months Ended
 
March 31,
 
2015
 
2014
Net revenues
 
 
 
Service and membership fees
$
599

 
$
590

Vacation ownership interest sales
336

 
303

Franchise fees
147

 
127

Consumer financing
104

 
105

Other
76

 
68

Net revenues
1,262

 
1,193


Expenses
 
 
 
Operating
564

 
534

Cost of vacation ownership interests
33

 
39

Consumer financing interest
18

 
17

Marketing and reservation
195

 
181

General and administrative
181

 
195

Restructuring
(1
)
 

Depreciation and amortization
56

 
56

Total expenses
1,046

 
1,022


Operating income
216

 
171

Other income, net
(5
)
 
(3
)
Interest expense
26

 
27

Interest income
(3
)
 
(2
)
Income before income taxes
198

 
149

Provision for income taxes
76

 
59

Net income
$
122

 
$
90


Earnings per share
 
 
 
Basic
$
1.01

 
$
0.70

Diluted
1.00

 
0.69

 
 
 
 
Cash dividends declared per share
$
0.42

 
$
0.35



See Notes to Consolidated Financial Statements.
2

WYNDHAM WORLDWIDE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)


 
Three Months Ended
 
March 31,
 
2015
 
2014
Net income
$
122

 
$
90

Other comprehensive (loss)/income, net of tax
 
 
 
Foreign currency translation adjustments
(80
)
 
12

Unrealized losses on cash flow hedges
(4
)
 

Other comprehensive (loss)/income, net of tax
(84
)
 
12

Comprehensive income
$
38

 
$
102



See Notes to Consolidated Financial Statements.
3

WYNDHAM WORLDWIDE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)



 
March 31,
2015
 
December 31,
2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
180

 
$
183

Trade receivables, net
718

 
516

Vacation ownership contract receivables, net
280

 
285

Inventory
292

 
302

Prepaid expenses
175

 
147

Deferred income taxes
115

 
114

Other current assets
347

 
320

Total current assets
2,107

 
1,867

Long-term vacation ownership contract receivables, net
2,362

 
2,406

Non-current inventory
893

 
860

Property and equipment, net
1,443

 
1,500

Goodwill
1,553

 
1,551

Trademarks, net
726

 
717

Franchise agreements and other intangibles, net
413

 
397

Other non-current assets
401

 
381

Total assets
$
9,898

 
$
9,679

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Securitized vacation ownership debt
$
217

 
$
214

Current portion of long-term debt
53

 
47

Accounts payable
576

 
385

Deferred income
544

 
464

Accrued expenses and other current liabilities
696

 
749

Total current liabilities
2,086

 
1,859

Long-term securitized vacation ownership debt
1,971

 
1,951

Long-term debt
2,971

 
2,841

Deferred income taxes
1,223

 
1,202

Deferred income
195

 
199

Other non-current liabilities
368

 
370

Total liabilities
8,814

 
8,422

Commitments and contingencies (Note 12)

 

Stockholders’ equity:
 
 
 
Preferred stock, $.01 par value, authorized 6,000,000 shares, none issued and outstanding

 

Common stock, $.01 par value, authorized 600,000,000 shares, issued 217,523,623 shares in 2015 and 216,862,509 shares in 2014
2

 
2

Treasury stock, at cost – 97,516,481 shares in 2015 and 95,806,076 shares in 2014
(3,993
)
 
(3,843
)
Additional paid-in capital
3,881

 
3,889

Retained earnings
1,252

 
1,183

Accumulated other comprehensive (loss)/income
(60
)
 
24

Total stockholders’ equity
1,082

 
1,255

Noncontrolling interest
2

 
2

Total equity
1,084

 
1,257

Total liabilities and equity
$
9,898

 
$
9,679


See Notes to Consolidated Financial Statements.
4

WYNDHAM WORLDWIDE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)


 
Three Months Ended
 
March 31,
 
2015
 
2014
Operating Activities
 
 
 
Net income
$
122

 
$
90

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
56

 
56

Provision for loan losses
46

 
60

Deferred income taxes
27

 
29

Stock-based compensation
15

 
16

Excess tax benefits from stock-based compensation
(17
)
 
(19
)
Non-cash interest
6

 
6

Net change in assets and liabilities, excluding the impact of acquisitions:

 

Trade receivables
(224
)
 
(228
)
Vacation ownership contract receivables
(14
)
 
(6
)
Inventory
(1
)
 
22

Prepaid expenses
(31
)
 
(4
)
Other current assets
(1
)
 
(36
)
Accounts payable, accrued expenses and other current liabilities
190

 
184

Deferred income
91

 
137

Other, net
(12
)
 
8

Net cash provided by operating activities
253

 
315

Investing Activities
 
 
 
Property and equipment additions
(56
)
 
(46
)
Net assets acquired, net of cash acquired
(60
)
 
(14
)
Development advances
(3
)
 
(1
)
Equity investments and loans
(8
)
 

Proceeds from asset sales
4

 
4

Increase in securitization restricted cash
(19
)
 
(19
)
Increase in escrow deposit restricted cash
(10
)
 
(12
)
Other, net
3

 

Net cash used in investing activities
(149
)
 
(88
)
Financing Activities
 
 
 
Proceeds from securitized borrowings
514

 
653

Principal payments on securitized borrowings
(491
)
 
(584
)
Proceeds from long-term debt
31

 
25

Principal payments on long-term debt
(60
)
 
(55
)
Proceeds from/(repayments of) commercial paper, net
158

 
(27
)
Dividends to shareholders
(54
)
 
(48
)
Repurchase of common stock
(154
)
 
(152
)
Excess tax benefits from stock-based compensation
17

 
19

Debt issuance costs
(9
)
 
(6
)
Net share settlement of incentive equity awards
(41
)
 
(44
)
Other, net
(2
)
 

Net cash used in financing activities
(91
)
 
(219
)
Effect of changes in exchange rates on cash and cash equivalents
(16
)
 
1

Net (decrease)/increase in cash and cash equivalents
(3
)
 
9

Cash and cash equivalents, beginning of period
183

 
194

Cash and cash equivalents, end of period
$
180

 
$
203


See Notes to Consolidated Financial Statements.
5

WYNDHAM WORLDWIDE CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
(Unaudited)


 
Common Shares Outstanding
 
Common Stock
 
Treasury Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive (Loss)/ Income
 
Non-controlling Interest
 
Total Equity
Balance as of December 31, 2014
121

 
$
2

 
$
(3,843
)
 
$
3,889

 
$
1,183

 
$
24

 
$
2

 
$
1,257

Net income

 

 

 

 
122

 

 

 
122

Other comprehensive loss

 

 

 

 

 
(84
)
 

 
(84
)
Issuance of shares for RSU vesting
1

 

 

 

 

 

 

 

Net share settlement of incentive equity awards

 

 

 
(41
)
 

 

 

 
(41
)
Change in deferred compensation

 

 

 
15

 

 

 

 
15

Repurchase of common stock
(2
)
 

 
(150
)
 

 

 

 

 
(150
)
Change in excess tax benefit on equity awards

 

 

 
17

 

 

 

 
17

Dividends

 

 

 

 
(53
)
 

 

 
(53
)
Other

 

 

 
1

 

 

 

 
1

Balance as of March 31, 2015
120


$
2


$
(3,993
)

$
3,881


$
1,252


$
(60
)

$
2

 
$
1,084



 
Common Shares Outstanding
 
Common Stock
 
Treasury Stock
 
Additional Paid-in Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income
 
Non-controlling Interest
 
Total Equity
Balance as of December 31, 2013
128

 
$
2

 
$
(3,191
)
 
$
3,858

 
$
832

 
$
122

 
$
2

 
$
1,625

Net income

 

 

 

 
90

 

 

 
90

Other comprehensive income

 

 

 

 

 
12

 

 
12

Issuance of shares for RSU vesting
1

 

 

 

 

 

 

 

Net share settlement of incentive equity awards

 

 

 
(44
)
 

 

 

 
(44
)
Change in deferred compensation

 

 

 
16

 

 

 

 
16

Repurchase of common stock
(2
)
 

 
(150
)
 

 

 

 

 
(150
)
Change in excess tax benefit on equity awards

 

 

 
19

 

 

 

 
19

Dividends

 

 

 

 
(45
)
 

 

 
(45
)
Other

 

 

 
1

 

 

 

 
1

Balance as of March 31, 2014
127

 
$
2

 
$
(3,341
)
 
$
3,850

 
$
877

 
$
134

 
$
2

 
$
1,524



See Notes to Consolidated Financial Statements.
6


WYNDHAM WORLDWIDE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions, except share and per share amounts)
(Unaudited)

1.
Basis of Presentation
Wyndham Worldwide Corporation (“Wyndham” or the “Company”) is a global provider of hospitality services and products. The accompanying Consolidated Financial Statements include the accounts and transactions of Wyndham, as well as the entities in which Wyndham directly or indirectly has a controlling financial interest. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements.

In presenting the Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s 2014 Consolidated Financial Statements included in its Annual Report filed on Form 10-K with the Securities and Exchange Commission on February 13, 2015.

Business Description
The Company operates in the following business segments:
Lodging—primarily franchises hotels in the upscale, upper midscale, midscale, economy and extended stay segments and provides hotel management services for full-service and select limited-service hotels.
Vacation Exchange and Rentals—provides vacation exchange services and products to owners of intervals of vacation ownership interests (“VOIs”) and markets vacation rental properties primarily on behalf of independent owners.
Vacation Ownership—develops, markets and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs and provides property management services at resorts.

Recently Issued Accounting Pronouncements
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. In April 2015, the Financial Accounting Standards Board (“FASB”) issued guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If a cloud computing arrangement does not contain a software license, it should be accounted for as a service contract. This guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.
Simplifying the Presentation of Debt Issuance Costs. In April 2015, the FASB issued guidance on the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.
Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. This guidance addresses management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. This guidance is effective for fiscal years ending after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company early adopted the guidance on January 1, 2015. There was no impact on the Consolidated Financial Statements resulting from the adoption.

7


Revenue from Contracts with Customers. In May 2014, the FASB issued guidance on revenue from contracts with customers. The guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This guidance is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years. In recent re-deliberations, the FASB has decided to propose a one-year deferral of the effective date of this guidance, such that it will be effective on January 1, 2018. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. This guidance changes the criteria for determining which disposals can be presented as discontinued operations and enhances the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2014 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance on January 1, 2015, as required. There was no material impact on the Consolidated Financial Statements resulting from the adoption.

2.
Earnings Per Share
The computation of basic and diluted earnings per share (“EPS”) is based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively.

The following table sets forth the computation of basic and diluted EPS (in millions, except per share data):
 
Three Months Ended
 
March 31,
 
2015
 
2014
Net income
$
122

 
$
90

Basic weighted average shares outstanding
121

 
128

SSARs, RSUs and PSUs (a) (b) (c)
1

 
2

Weighted average diluted shares outstanding
122

 
130

Earnings per share:
 
 
 
Basic
$
1.01

 
$
0.70

Diluted
1.00

 
0.69

Dividends:
 
 
 
Aggregate dividends paid to shareholders
$
54

 
$
48


(a) 
Includes unvested dilutive restricted stock units (“RSUs”) which are subject to future forfeitures.
(b) 
Excludes 0.6 million and 0.7 million performance vested restricted stock units (“PSUs”) for the three months ended March 31, 2015 and 2014, respectively, as the Company has not met the required performance metrics.
(c) 
Excludes 11,500 and 11,000 stock-settled stock appreciation rights (“SSARs”) for the three months ended March 31, 2015 and 2014, respectively, as their inclusion would have been anti-dilutive to EPS.
    
Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data):
 
Shares
 
Cost
 
 Average Price Per Share
As of December 31, 2014
71.3

 
$
3,062

 
$
42.94

For the three months ended March 31, 2015
1.7

 
150

 
87.72

As of March 31, 2015
73.0

 
$
3,212

 
43.99


The Company had $866 million of remaining availability under its program as of March 31, 2015. The total capacity of the program was increased by proceeds received from stock option exercises.

8


3.
Acquisitions
Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values during the allocation period will be recorded by the Company as further adjustments to the purchase price allocations. Although, in certain circumstances, the Company has substantially integrated the operations of its acquired businesses, additional future costs relating to such integration may occur. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the Consolidated Statements of Income as expenses.

Dolce Hotels and Resorts. During January 2015, the Company completed the acquisition of Dolce Hotels and Resorts (“Dolce”) a manager of properties focused on group accommodations. This acquisition is consistent with the Company’s strategy to expand its managed portfolio within the Company’s lodging business. The net consideration of $57 million was comprised of $52 million, net of cash acquired, for the equity of Dolce and $5 million related to debt repaid at closing. The preliminary purchase price allocation resulted in the recognition of $32 million of goodwill, none of which is expected to be deductible for tax purposes, $28 million of definite-lived intangible assets with a weighted average life of 15 years, and $14 million of trademarks. In addition, the fair value of assets acquired and liabilities assumed resulted in $8 million of other assets and $25 million of liabilities, all of which were assigned to the Company’s Lodging segment. This acquisition was not material to the Company’s results of operations, financial position or cash flows.

Other. During March 2015, the Company also completed a business acquisition for $2 million. The preliminary purchase price allocation resulted in the recognition of $2 million of definite-lived intangible assets with a weighted average life of 6 years, all of which was allocated to the Company’s Vacation Exchange and Rentals segment. This acquisition was not material to the Company’s results of operations, financial position or cash flows. The Company also paid an additional $1 million related to acquisitions completed in prior years.

4.
Intangible Assets

Intangible assets consisted of:
 
As of March 31, 2015
 
As of December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Unamortized Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
    Goodwill
$
1,553

 
 
 
 
 
$
1,551

 
 
 
 
    Trademarks
$
723

 
 
 
 
 
$
713

 
 
 
 
Amortized Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
    Franchise agreements
$
594

 
$
375

 
$
219

 
$
594

 
$
371

 
$
223

    Management agreements
131

 
36

 
95

 
105

 
35

 
70

    Trademarks
7

 
4

 
3

 
7

 
3

 
4

    Other
161

 
62

 
99

 
167

 
63

 
104

 
$
893

 
$
477

 
$
416

 
$
873

 
$
472

 
$
401



9


The changes in the carrying amount of goodwill are as follows:
 
Balance as of December 31, 2014
 
Goodwill Acquired During 2015
 
Foreign
Exchange
 
Balance as of March 31, 2015
 
 
 
 
 
 
 
 
Lodging
$
300

 
$
32

 
$

 
$
332

Vacation Exchange and Rentals
1,224

 

 
(30
)
 
1,194

Vacation Ownership
27

 

 

 
27

Total Company
$
1,551

 
$
32

 
$
(30
)
 
$
1,553


Amortization expense relating to amortizable intangible assets was as follows:
 
Three Months Ended
 
March 31,
 
2015
 
2014
Franchise agreements
$
4

 
$
4

Management agreements
2

 
2

Other
3

 
3

Total (*)
$
9

 
$
9

 
(*)  
Included as a component of depreciation and amortization on the Consolidated Statements of Income.

Based on the Company's amortizable intangible assets as of March 31, 2015, the Company expects related amortization expense as follows:
 
Amount
Remainder of 2015
$
28

2016
35

2017
34

2018
33

2019
32

2020
31



10


5.
Vacation Ownership Contract Receivables
The Company generates vacation ownership contract receivables by extending financing to the purchasers of its VOIs. Current and long-term vacation ownership contract receivables, net consisted of:
 
March 31,
2015
 
December 31,
2014
Current vacation ownership contract receivables:
 
 
 
Securitized
$
254

 
$
256

Non-securitized
83

 
88

 
337

 
344

Less: Allowance for loan losses
57

 
59

Current vacation ownership contract receivables, net
$
280

 
$
285

Long-term vacation ownership contract receivables:
 
 
 
Securitized
$
2,218

 
$
2,256

Non-securitized
652

 
672

 
2,870

 
2,928

Less: Allowance for loan losses
508

 
522

Long-term vacation ownership contract receivables, net
$
2,362

 
$
2,406


During the three months ended March 31, 2015 and 2014, the Company’s securitized vacation ownership contract receivables generated interest income of $82 million and $70 million, respectively. Such interest income is included in consumer financing revenues on the Consolidated Statements of Income.

Principal payments that are contractually due on the Company’s vacation ownership contract receivables during the next twelve months are classified as current on the Consolidated Balance Sheets. During the three months ended March 31, 2015 and 2014, the Company originated vacation ownership contract receivables of $220 million and $210 million, respectively, and received principal collections of $206 million and $204 million, respectively. The weighted average interest rate on outstanding vacation ownership contract receivables was 13.6% as of both March 31, 2015 and December 31, 2014.

The activity in the allowance for loan losses on vacation ownership contract receivables was as follows:
 
Amount
Allowance for loan losses as of December 31, 2014
$
581

Provision for loan losses
46

Contract receivables write-offs, net
(62
)
Allowance for loan losses as of March 31, 2015
$
565

 
Amount
Allowance for loan losses as of December 31, 2013
$
566

Provision for loan losses
60

Contract receivables write-offs, net
(63
)
Allowance for loan losses as of March 31, 2014
$
563

In accordance with the guidance for accounting for real estate time-sharing transactions, the Company recorded a provision for loan losses of $46 million and $60 million as a reduction of net revenues during the three months ended March 31, 2015 and 2014, respectively.

Credit Quality for Financed Receivables and the Allowance for Credit Losses
The basis of the differentiation within the identified class of financed VOI contract receivables is the consumer’s FICO score. A FICO score is a branded version of a consumer credit score widely used within the U.S. by the largest banks and lending institutions. FICO scores range from 300850 and are calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer’s credit history. The Company updates its records for all active VOI contract receivables with a balance due on a rolling monthly basis to ensure that all

11


VOI contract receivables are scored at least every six months. The Company groups all VOI contract receivables into five different categories: FICO scores ranging from 700 to 850, 600 to 699, Below 600, No Score (primarily comprised of consumers for whom a score is not readily available, including consumers declining access to FICO scores and non U.S. residents) and Asia Pacific (comprised of receivables in the Company’s Wyndham Vacation Resort Asia Pacific business for which scores are not readily available).

The following table details an aged analysis of financing receivables using the most recently updated FICO scores (based on the policy described above):
 
As of March 31, 2015
 
700+
 
600-699
 
<600
 
No Score
 
Asia Pacific
 
Total
Current
$
1,528

 
$
1,015

 
$
191

 
$
118

 
$
243

 
$
3,095

31 - 60 days
10

 
19

 
14

 
4

 
2

 
49

61 - 90 days
7

 
12

 
10

 
2

 
1

 
32

91 - 120 days
7

 
10

 
11

 
2

 
1

 
31

Total
$
1,552

 
$
1,056

 
$
226

 
$
126

 
$
247

 
$
3,207

 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2014
 
700+
 
600-699
 
<600
 
No Score
 
Asia Pacific
 
Total
Current
$
1,556

 
$
1,028

 
$
191

 
$
115

 
$
261

 
$
3,151

31 - 60 days
12

 
23

 
16

 
4

 
3

 
58

61 - 90 days
7

 
13

 
11

 
2

 
1

 
34

91 - 120 days
5

 
10

 
11

 
2

 
1

 
29

Total
$
1,580

 
$
1,074

 
$
229

 
$
123

 
$
266

 
$
3,272

The Company ceases to accrue interest on VOI contract receivables once the contract has remained delinquent for greater than 90 days. At greater than 120 days, the VOI contract receivable is written off to the allowance for loan losses. In accordance with its policy, the Company assesses the allowance for loan losses using a static pool methodology and thus does not assess individual loans for impairment separate from the pool.

12


6.
Inventory
Inventory consisted of:
 
March 31,
2015
 
December 31,
2014
Land held for VOI development
$
136

 
$
136

VOI construction in process
125

 
226

Inventory sold subject to conditional repurchase
73

 
73

Completed VOI inventory
562

 
431

Estimated recoveries
230

 
235

Exchange and rentals vacation credits and other
59

 
61

Total inventory
1,185

 
1,162

Less: Current portion (*)
292

 
302

Non-current inventory
$
893

 
$
860

 
(*) 
Represents inventory that the Company expects to sell within the next 12 months.

During the three months ended March 31, 2015 and 2014 the Company transferred $15 million and $12 million, respectively, from property and equipment to VOI inventory.

Inventory Sale Transactions
During 2013, the Company sold real property located in Las Vegas, Nevada and Avon, Colorado to a third-party developer, consisting of vacation ownership inventory and property and equipment. The Company recognized no gain or loss on these transactions. In accordance with the agreements with the third-party developer, the Company has conditional rights and a conditional obligation to repurchase the completed properties from the developer subject to the properties conforming to the Company's vacation ownership resort standards and provided that the third-party developer has not sold the properties to another party. Under the sale of real estate accounting guidance, the conditional rights and obligation of the Company constitute continuing involvement and thus the Company was unable to account for these transactions as a sale.

In connection with such transactions, the Company had outstanding obligations of $81 million as of March 31, 2015, of which $12 million was included within accrued expenses and other current liabilities and $69 million was included within other non-current liabilities on the Consolidated Balance Sheet. As of December 31, 2014, the Company had outstanding obligations of $81 million, of which $7 million was included within accrued expenses and other current liabilities and $74 million was included within other non-current liabilities on the Consolidated Balance Sheet (see Note 12 - Commitments and Contingencies for more detailed information).


13


7.
Long-Term Debt and Borrowing Arrangements
The Company’s indebtedness consisted of:
 
March 31,
2015
 
December 31,
2014
Securitized vacation ownership debt: (a)
 
 
 
Term notes
$
2,090

 
$
1,962

Bank conduit facility (due August 2016)
98

 
203

Total securitized vacation ownership debt
2,188

 
2,165

Less: Current portion of securitized vacation ownership debt
217

 
214

Long-term securitized vacation ownership debt
$
1,971

 
$
1,951

Long-term debt: (b)
 
 
 
Revolving credit facility (due July 2020)
$
14

 
$
25

Commercial paper
346

 
189

$315 million 6.00% senior unsecured notes (due December 2016) (c)
317

 
317

$300 million 2.95% senior unsecured notes (due March 2017)
299

 
299

$14 million 5.75% senior unsecured notes (due February 2018)
14

 
14

$450 million 2.50% senior unsecured notes (due March 2018)
448

 
448

$40 million 7.375% senior unsecured notes (due March 2020)
40

 
40

$250 million 5.625% senior unsecured notes (due March 2021)
247

 
247

$650 million 4.25% senior unsecured notes (due March 2022) (d)
650

 
648

$400 million 3.90% senior unsecured notes (due March 2023) (e)
418

 
410

Capital leases
161

 
170

Other
70

 
81

Total long-term debt
3,024

 
2,888

Less: Current portion of long-term debt
53

 
47

Long-term debt
$
2,971

 
$
2,841

 
(a) 
Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings are collateralized by $2,609 million and $2,629 million of underlying gross vacation ownership contract receivables and related assets as of March 31, 2015 and December 31, 2014, respectively.
(b) 
The carrying amounts of the senior unsecured notes are net of unamortized discounts aggregating $14 million as of both March 31, 2015 and December 31, 2014.
(c) 
Includes $2 million of unamortized gains from the settlement of a derivative as of both March 31, 2015 and December 31, 2014.
(d) 
Includes an increase of $4 million and $3 million in the carrying value resulting from a fair value hedge derivative as of March 31, 2015 and December 31, 2014, respectively.
(e) 
Includes an increase of $21 million and $13 million in the carrying value resulting from a fair value hedge derivative as of March 31, 2015 and December 31, 2014, respectively.

Debt Issuances
Sierra Timeshare 2015-1 Receivables Funding, LLC. During March 2015, the Company closed a series of term notes payable, Sierra Timeshare 2015-1 Receivables Funding, LLC, with an initial principal amount of $350 million, which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.54%. The advance rate for this transaction was 90%. As of March 31, 2015, the Company had $350 million of outstanding borrowings under these term notes.

Revolving Credit Facility. During March 2015, the Company replaced its $1.5 billion revolving credit facility expiring on July 15, 2018 with a $1.5 billion revolving credit facility that expires on July 15, 2020. This facility is subject to a facility fee of 20 basis points based on total capacity and bears interest at LIBOR plus 130 basis points. The facility fee and interest rate are dependent on the Company's credit ratings. The available capacity of the facility also supports the Company's commercial paper programs.


14


Commercial Paper
The Company maintains U.S. and European commercial paper programs with a total capacity of $750 million and $500 million, respectively. As of March 31, 2015, the Company had outstanding borrowings of $346 million at a weighted average interest rate of 1.01%, all of which were under its U.S. commercial paper program. As of December 31, 2014, the Company had outstanding borrowings of $189 million at a weighted average interest rate of 0.89%, all of which were under its U.S. commercial paper program. The Company considers outstanding borrowings under its commercial paper programs to be a reduction of available capacity on its revolving credit facility.

Fair Value Hedges
The Company has fixed to variable interest rate swap agreements on its 3.90% and 4.25% senior unsecured notes with notional amounts of $400 million and $100 million, respectively. The fixed interest rates on these notes were effectively modified to a variable LIBOR-based index. As of March 31, 2015, the variable interest rates on the notional portion of the 3.90% and 4.25% senior unsecured notes were 2.37% and 2.28%, respectively. The aggregate fair value of these interest rate swap agreements resulted in $28 million and $18 million of assets as of March 31, 2015 and December 31, 2014, respectively. Such assets are included in other non-current assets on the Consolidated Balance Sheets.

Maturities and Capacity
The Company’s outstanding debt as of March 31, 2015 matures as follows:
 
Securitized Vacation Ownership Debt
 
Long-Term Debt
 
Total
Within 1 year
$
217

 
$
53

 
$
270

Between 1 and 2 years
243

 
660

 
903

Between 2 and 3 years
296

 
476

 
772

Between 3 and 4 years
221

 
13

 
234

Between 4 and 5 years
227

 
53

 
280

Thereafter
984

 
1,769

 
2,753

 
$
2,188

 
$
3,024

 
$
5,212


Debt maturities of the securitized vacation ownership debt are based on the contractual payment terms of the underlying vacation ownership contract receivables. As such, actual maturities may differ as a result of prepayments by the vacation ownership contract receivable obligors.

As of March 31, 2015, available capacity under the Company’s borrowing arrangements was as follows:
 
Securitized Bank
Conduit Facility
(a)
 
Revolving
Credit Facility
 
Total Capacity
$
650

 
$
1,500

 
Less: Outstanding Borrowings
98

 
14

 
          Letters of credit

 
1

 
          Commercial paper borrowings

 
346

(b) 
Available Capacity
$
552

 
$
1,139

 
 
(a) 
The capacity of this facility is subject to the Company’s ability to provide additional assets to collateralize additional securitized borrowings.
(b) 
The Company considers outstanding borrowings under its commercial paper programs to be a reduction of the available capacity of its revolving credit facility.

Interest Expense
During the three months ended March 31, 2015, the Company incurred non-securitized interest expense of $26 million, which primarily consisted of $29 million of interest on long-term debt, partially offset by $2 million of capitalized interest and $1 million of gains resulting from the ineffectiveness of the fair value hedges. Such amount is included within interest expense on the Consolidated Statement of Income. Cash paid related to interest on the Company’s non-securitized debt was $43 million during the three months ended March 31, 2015.


15


During the three months ended March 31, 2014, the Company incurred non-securitized interest expense of $27 million, which primarily consisted of $28 million of interest on long-term debt, partially offset by $1 million of capitalized interest. Such amount is included within interest expense on the Consolidated Statement of Income. Cash paid related to interest on the Company’s non-securitized debt was $42 million during the three months ended March 31, 2014.

Interest expense incurred in connection with the Company’s securitized vacation ownership debt during the three months ended March 31, 2015 and 2014 was $18 million and $17 million, respectively, and is recorded within consumer financing interest on the Consolidated Statements of Income. Cash paid related to such interest was $14 million and $13 million during the three months ended March 31, 2015 and 2014, respectively.

8.
Variable Interest Entities
In accordance with the applicable accounting guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, guarantees, SPEs and equity investments to determine if an entity in which the Company has a variable interest is a VIE. If the entity is considered to be a VIE, the Company determines whether it would be considered the entity’s primary beneficiary. The Company consolidates into its financial statements those VIEs for which it has determined that it is the primary beneficiary.

Vacation Ownership Contract Receivables Securitizations
The Company pools qualifying vacation ownership contract receivables and sells them to bankruptcy-remote entities. Vacation ownership contract receivables qualify for securitization based primarily on the credit strength of the VOI purchaser to whom financing has been extended. Vacation ownership contract receivables are securitized through bankruptcy-remote SPEs that are consolidated within the Consolidated Financial Statements. As a result, the Company does not recognize gains or losses resulting from these securitizations at the time of sale to the SPEs. Interest income is recognized when earned over the contractual life of the vacation ownership contract receivables. The Company services the securitized vacation ownership contract receivables pursuant to servicing agreements negotiated on an arms-length basis based on market conditions. The activities of these SPEs are limited to (i) purchasing vacation ownership contract receivables from the Company’s vacation ownership subsidiaries, (ii) issuing debt securities and/or borrowing under a conduit facility to fund such purchases and (iii) entering into derivatives to hedge interest rate exposure. The bankruptcy-remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to creditors of the Company and legally are not assets of the Company. Additionally, the creditors of these SPEs have no recourse to the Company for principal and interest.

The assets and liabilities of these vacation ownership SPEs are as follows:
 
March 31,
2015
 
December 31,
2014
Securitized contract receivables, gross (a)
$
2,472

 
$
2,512

Securitized restricted cash (b)
116

 
96

Interest receivables on securitized contract receivables (c)
19

 
20

Other assets (d)
2

 
1

Total SPE assets (e)
2,609

 
2,629

Securitized term notes (f)
2,090

 
1,962

Securitized conduit facilities (f)
98

 
203

Other liabilities (g)
2

 
1

Total SPE liabilities
2,190

 
2,166

SPE assets in excess of SPE liabilities
$
419

 
$
463

 
(a) 
Included in current ($254 million and $256 million as of March 31, 2015 and December 31, 2014, respectively) and non-current ($2,218 million and $2,256 million as of March 31, 2015 and December 31, 2014, respectively) vacation ownership contract receivables on the Consolidated Balance Sheets.
(b) 
Included in other current assets ($90 million and $75 million as of March 31, 2015 and December 31, 2014, respectively) and other non-current assets ($26 million and $21 million as of March 31, 2015 and December 31, 2014, respectively) on the Consolidated Balance Sheets.
(c) 
Included in trade receivables, net on the Consolidated Balance Sheets.
(d) 
Includes interest rate derivative contracts and related assets; included in other non-current assets on the Consolidated Balance Sheets.
(e) 
Excludes deferred financing costs of $31 million and $30 million as of March 31, 2015 and December 31, 2014, respectively, related to securitized debt.

16


(f) 
Included in current ($217 million and $214 million as of March 31, 2015 and December 31, 2014, respectively) and long-term ($1,971 million and $1,951 million as of March 31, 2015 and December 31, 2014, respectively) securitized vacation ownership debt on the Consolidated Balance Sheets.
(g) 
Primarily includes accrued interest on securitized debt of $2 million and $1 million as of March 31, 2015 and December 31, 2014, respectively, which is included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.

In addition, the Company has vacation ownership contract receivables that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $735 million and $760 million as of March 31, 2015 and December 31, 2014, respectively. A summary of total vacation ownership receivables and other securitized assets, net of securitized liabilities and the allowance for loan losses, is as follows:
 
March 31,
2015
 
December 31,
2014
SPE assets in excess of SPE liabilities
$
419

 
$
463

Non-securitized contract receivables
735

 
760

Less: Allowance for loan losses
565

 
581

Total, net
$
589

 
$
642

In addition to restricted cash related to securitizations, the Company had $61 million and $51 million of restricted cash related to escrow deposits as of March 31, 2015 and December 31, 2014, respectively, which are recorded within other current assets on the Consolidated Balance Sheets.

Midtown 45, NYC Property
During January 2013, the Company entered into an agreement with a third-party partner whereby the partner acquired the Midtown 45 property in New York City through an SPE. The Company is managing and operating the property for rental purposes while the Company converts it into VOI inventory. The SPE financed the acquisition and planned renovations with a four-year mortgage note and mandatorily redeemable equity provided by related parties of such partner. At the time of the agreement, the Company committed to purchase such VOI inventory from the SPE over a four-year period which will be used to repay the four-year mortgage note and the mandatorily redeemable equity of the SPE. The Company is considered to be the primary beneficiary of the SPE and therefore, the Company consolidated the SPE within its financial statements.

The assets and liabilities of the SPE are as follows:
 
March 31,
2015
 
December 31,
2014
Property and equipment, net
$
54

 
$
64

Total SPE assets
54

 
64

Accrued expenses and other current liabilities

 
1

Long-term debt (*)
64

 
77

Total SPE liabilities
64

 
78

SPE deficit
$
(10
)
 
$
(14
)
 
(*)  
As of March 31, 2015, included $59 million for a four-year mortgage note and $5 million of mandatorily redeemable equity, of which $34 million was included in current portion of long-term debt on the Consolidated Balance Sheet. As of December 31, 2014, included $71 million for a four-year mortgage note and $6 million of mandatorily redeemable equity, of which $31 million was included in current portion of long-term debt on the Consolidated Balance Sheet.

During 2015, the SPE conveyed $10 million of property and equipment to the Company.


17


9.
Fair Value
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs used when little or no market data is available.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table summarizes information regarding assets and liabilities that are measured at fair value (all of which are Level 2) on a recurring basis:
 
As of
 
As of
 
March 31, 2015
 
December 31, 2014
 
Fair Value
 
Carrying Amount
 
Fair Value
 
Carrying Amount
Assets
 
 
 
 
 
 
 
Derivatives: (a)
 
 
 
 
 
 
 
Interest rate contracts
$
28

 
$
28

 
$
18

 
$
18

Foreign exchange contracts
1

 
1

 
1

 
1

Total assets
$
29

 
$
29

 
$
19

 
$
19


Liabilities
 
 
 
 
 
 
 
Derivatives: (b)
 
 
 
 
 
 
 
Interest rate contracts (c)
$
12

 
$
12

 
$
4

 
$
4

Foreign exchange contracts
6

 
6

 
3

 
3

Total liabilities
$
18

 
$
18

 
$
7

 
$
7

 
(a) 
Included in other current assets ($1 million as of both March 31, 2015 and December 31, 2014) and other non-current assets ($28 million and $18 million as of March 31, 2015 and December 31, 2014, respectively) on the Consolidated Balance Sheets.
(b) 
Included in accrued expenses and other current liabilities ($18 million and $7 million as of March 31, 2015 and December 31, 2014, respectively).
(c) 
Liabilities of $12 million and $4 million as of March 31, 2015 and December 31, 2014, respectively, primarily represent interest rate swap locks for an anticipated 2015 transaction.

The Company’s derivative instruments primarily consist of pay-fixed/receive-variable interest rate swaps, pay-variable/receive-fixed interest rate swaps, interest rate caps, foreign exchange forward contracts and foreign exchange average rate forward contracts. For assets and liabilities that are measured using quoted prices in active markets, the fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using other significant observable inputs are valued by reference to similar assets and liabilities. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets and liabilities in active markets. For assets and liabilities that are measured using significant unobservable inputs, fair value is primarily derived using a fair value model, such as a discounted cash flow model.

The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash

18


and cash equivalents, restricted cash, trade receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts and estimated fair values of all other financial instruments are as follows:
 
March 31, 2015
 
December 31, 2014
 
Carrying
Amount
 
Estimated Fair Value
 
Carrying
 Amount
 
Estimated Fair Value
Assets
 
 
 
 
 
 
 
Vacation ownership contract receivables, net
$
2,642

 
$
3,242

 
$
2,691

 
$
3,284

Debt
 
 
 
 
 
 
 
Total debt
5,212

 
5,314

 
5,053

 
5,140


The Company estimates the fair value of its vacation ownership contract receivables using a discounted cash flow model which it believes is comparable to the model that an independent third-party would use in the current market. The model uses Level 3 inputs consisting of default rates, prepayment rates, coupon rates and loan terms for the contract receivables portfolio as key drivers of risk and relative value that, when applied in combination with pricing parameters, determines the fair value of the underlying contract receivables.

The Company estimates the fair value of its securitized vacation ownership debt by obtaining Level 2 inputs comprised of indicative bids from investment banks that actively issue and facilitate the secondary market for timeshare securities. The Company determines the fair value of its senior notes using quoted market prices as such senior notes are not actively traded and thus are considered Level 2 inputs. Additionally, the Company estimates the fair value of its other long-term debt, excluding capital leases, using Level 2 inputs based on indicative bids from investment banks.

10.
Derivative Instruments and Hedging Activities
Foreign Currency Risk

The Company has foreign currency rate exposure to exchange rate fluctuations worldwide with particular exposure to the British pound, Euro, Canadian and Australian dollar. The Company uses freestanding foreign currency forward contracts to manage a portion of its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables, payables and forecasted earnings of foreign subsidiaries. Additionally, the Company uses foreign currency forward contracts designated as cash flow hedges to manage a portion of its exposure to changes in forecasted foreign currency denominated vendor payments. Gains and losses relating to freestanding foreign currency contracts are included in operating expenses on the Company’s Consolidated Statements of Income and are substantially offset by the earnings effect from the underlying items that were economically hedged. The freestanding foreign currency contracts resulted in losses of $12 million and $1 million during the three months ended March 31, 2015 and 2014, respectively. The amount of gains or losses relating to contracts designated as cash flow hedges that the Company expects to reclassify from accumulated other comprehensive income (“AOCI”) to earnings over the next 12 months is not material.

Interest Rate Risk

A portion of the debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create a desired mix of fixed and floating rate assets and liabilities. Derivative instruments currently used in these hedging strategies include swaps and interest rate caps. The derivatives used to manage the risk associated with the Company’s floating rate debt include freestanding derivatives and derivatives designated as cash flow hedges. The Company also uses swaps to convert specific fixed-rate debt into variable-rate debt (i.e., fair value hedges) to manage the overall interest cost. For relationships designated as fair value hedges, changes in the fair value of the derivatives are recorded in income with offsetting adjustments to the carrying amount of the hedged debt. The amount of gains or losses that the Company expects to reclassify from AOCI to earnings during the next 12 months is not material.

Gains or losses recognized in AOCI for the three months ended March 31, 2015 and 2014 were not material.


19


11.
Income Taxes
The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2011. In addition, with few exceptions, the Company is no longer subject to state and local, or non-U.S. income tax examinations for years prior to 2006.

The Company’s effective tax rate decreased from 39.6% during the three months ended March 31, 2014 to 38.4% during the three months ended March 31, 2015 primarily due to the absence of the Venezuelan foreign exchange devaluation loss incurred during the first quarter of 2014, for which the Company received no tax benefit.

The Company made cash income tax payments, net of refunds, of $17 million and $13 million during the three months ended March 31, 2015 and 2014, respectively.

12.
Commitments and Contingencies
The Company is involved in claims, legal and regulatory proceedings and governmental inquiries related to the Company’s business.

Wyndham Worldwide Corporation Litigation
The Company is involved in claims, legal and regulatory proceedings and governmental inquiries arising in the ordinary course of its business including but not limited to: for its lodging business-breach of contract, fraud and bad faith claims between franchisors and franchisees in connection with franchise agreements and with owners in connection with management contracts, negligence, breach of contract, fraud, employment, consumer protection and other statutory claims asserted in connection with alleged acts or occurrences at owned, franchised or managed properties or in relation to guest reservations and bookings; for its vacation exchange and rentals business-breach of contract, fraud and bad faith claims by affiliates and customers in connection with their respective agreements, negligence, breach of contract, fraud, consumer protection and other statutory claims asserted by members and guests for alleged injuries sustained at affiliated resorts and vacation rental properties and consumer protection and other statutory claims asserted by consumers; for its vacation ownership business-breach of contract, bad faith, conflict of interest, fraud, consumer protection and other statutory claims by property owners’ associations, owners and prospective owners in connection with the sale or use of VOIs or land, or the management of vacation ownership resorts, construction defect claims relating to vacation ownership units or resorts, and negligence, breach of contract, fraud, consumer protection and other statutory claims by guests for alleged injuries sustained at vacation ownership units or resorts; and for each of its businesses, bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters which may include claims of retaliation, discrimination, harassment and wage and hour claims, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, tax claims and environmental claims.

On June 26, 2012, the U.S. Federal Trade Commission (“FTC”) filed a lawsuit in Federal District Court for the District of Arizona against the Company and its subsidiaries, Wyndham Hotel Group, LLC (“WHG”), Wyndham Hotels & Resorts Inc. (“WHR”) and Wyndham Hotel Management Inc. (“WHM”), alleging unfairness and deception-based violations of Section 5 of the FTC Act in connection with three prior data breach incidents involving a group of Wyndham brand hotels. The Company, WHG, WHR and WHM dispute the allegations in the lawsuit and are defending this lawsuit vigorously. The Company does not believe that the data breach incidents were material, nor does it expect that the outcome of the FTC litigation will have a material effect on the Company’s results of operations, financial position or cash flows. On March 26, 2013, the Company’s, WHG’s, WHR’s and WHM’s motion to transfer venue of the lawsuit from Arizona to the Federal District Court for the District of New Jersey was granted. WHR’s motion to dismiss the lawsuit was denied on April 7, 2014. The Court granted WHR’s motion to certify its order denying WHR’s motion to dismiss for interlocutory appeal on June 23, 2014. The motion to dismiss the lawsuit filed by the Company, WHG and WHM was denied on June 23, 2014. On July 29, 2014, the Third Circuit Court of Appeals granted WHR’s request to file an interlocutory appeal of the District Court’s denial of its motion to dismiss. WHR filed its brief in support of its interlocutory appeal on October 6, 2014. The FTC filed its opposition brief on November 5, 2014, and WHR filed its reply brief on December 8, 2014. The Third Circuit Court of Appeals held oral argument on the interlocutory appeal on March 3, 2015, and the parties submitted additional briefings on March 27, 2015. The Company is unable at this time to estimate any loss or range of reasonably possible loss.

The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss. The Company reviews these accruals each reporting period and makes revisions based on changes in facts and circumstances

20


including changes to its strategy in dealing with these matters.

The Company believes that it has adequately accrued for such matters with reserves of $26 million and $24 million as of March 31, 2015 and December 31, 2014, respectively. Such reserves are exclusive of matters relating to the Company’s separation from Cendant (“Separation”). For matters not requiring accrual, the Company believes that such matters will not have a material effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to the Company with respect to earnings and/or cash flows in any given reporting period. As of March 31, 2015, the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $23 million in excess of recorded accruals. However, the Company does not believe that the impact of such litigation should result in a material liability to the Company in relation to its consolidated financial position or liquidity.

Other Guarantees/Indemnifications
Lodging
From time to time, the Company may enter into a hotel management agreement that provides the hotel owner with a guarantee of a certain level of profitability based upon various metrics. Under such an agreement, the Company would be required to compensate such hotel owner for any profitability shortfall over the life of the management agreement up to a specified aggregate amount. For certain agreements, the Company may be able to recapture all or a portion of the shortfall payments in the event that future operating results exceed targets. The terms of such guarantees generally range from 7 to 10 years and certain agreements may provide for early termination provisions under certain circumstances. As of March 31, 2015, the maximum potential amount of future payments that may be made under these guarantees was $175 million with a combined annual cap of $45 million.

In connection with such performance guarantees, as of March 31, 2015, the Company maintained a liability of $30 million, of which $24 million was included in other non-current liabilities and $6 million was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet. As of March 31, 2015, the Company also had a corresponding $38 million asset related to these guarantees, of which $34 million was included in other non-current assets and $4 million was included in other current assets on its Consolidated Balance Sheet. As of December 31, 2014, the Company maintained a liability of $32 million, of which $31 million was included in other non-current liabilities and $1 million was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet. As of December 31, 2014, the Company also had a corresponding $39 million asset related to the guarantees, of which $35 million was included in other non-current assets and $4 million was included in other current assets on its Consolidated Balance Sheet. Such assets are being amortized on a straight-line basis over the life of the agreements. The amortization expense for the performance guarantees noted above was $1 million for both the three months ended March 31, 2015 and 2014.

For guarantees subject to recapture provisions, the Company had a receivable of $33 million as of March 31, 2015, of which $4 million was included in other current assets and $29 million was included in other non-current assets on its Consolidated Balance Sheet. As of December 31, 2014, the Company had a receivable of $26 million which was included in other non-current assets on its Consolidated Balance Sheet. Such receivables were the result of payments made to date which are subject to recapture and which the Company believes will be recoverable from future operating performance.

Vacation Ownership
The Company guarantees its vacation ownership subsidiary’s obligations to repurchase completed property in Las Vegas, Nevada from a third-party developer subject to the property meeting the Company’s vacation ownership resort standards and provided that the third-party developer has not sold the property to another party. The maximum potential future payments that the Company could be required to make under these commitments were $262 million as of March 31, 2015.

Cendant Litigation
Under the Separation agreement, the Company agreed to be responsible for 37.5% of certain of Cendant’s contingent and other corporate liabilities and associated costs, including certain contingent litigation. Since the Separation, Cendant settled the majority of the lawsuits pending on the date of the Separation. See also Note 17 - Separation Adjustments and Transactions with Former Parent and Subsidiaries regarding contingent litigation liabilities resulting from the Separation.


21


13.
Accumulated Other Comprehensive (Loss)/Income
The components of AOCI are as follows:
 
Foreign
 
Unrealized
 
Defined
 
 
 
Currency
 
Gains/(Losses)
 
Benefit
 
 
 
Translation
 
on Cash Flow
 
Pension
 
 
Pretax
Adjustments
 
Hedges
 
Plans
 
AOCI
 Balance, December 31, 2014
$
(13
)
 
$
(8
)
 
$
(12
)
 
$
(33
)
 Period change
(97
)
 
(6
)
 

 
(103
)
 Balance, March 31, 2015
$
(110
)
 
$
(14
)
 
$
(12
)
 
$
(136
)

 
Foreign
 
Unrealized
 
Defined
 
 
 
Currency
 
Gains/(Losses)
 
Benefit
 
 
 
Translation
 
on Cash Flow
 
Pension
 
 
Tax
Adjustments
 
Hedges
 
Plans
 
AOCI
 Balance, December 31, 2014
$
50

 
$
4

 
$
3

 
$
57

 Period change
17

 
2

 

 
19

 Balance, March 31, 2015
$
67

 
$
6

 
$
3

 
$
76


 
Foreign
 
Unrealized
 
Defined
 
 
 
Currency
 
Gains/(Losses)
 
Benefit
 
 
 
Translation
 
on Cash Flow
 
Pension
 
 
Net of Tax
Adjustments
 
Hedges
 
Plans
 
AOCI
 Balance, December 31, 2014
$
37

 
$
(4
)
 
$
(9
)
 
$
24

 Period change
(80
)
 
(4
)
 

 
(84
)
 Balance, March 31, 2015
$
(43
)
 
$
(8
)
 
$
(9
)
 
$
(60
)

Currency translation adjustments exclude income taxes related to investments in foreign subsidiaries where the Company intends to reinvest the undistributed earnings indefinitely in those foreign operations.


22


14.  
Stock-Based Compensation
The Company has a stock-based compensation plan available to grant RSUs, SSARs, PSUs and other stock or cash-based awards to key employees, non-employee directors, advisors and consultants. Under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, as amended, a maximum of 36.7 million shares of common stock may be awarded. As of March 31, 2015, 16.3 million shares remained available.

Incentive Equity Awards Granted by the Company
The activity related to incentive equity awards granted by the Company for the three months ended March 31, 2015 consisted of the following:
 
RSUs
 
PSUs
 
SSARs
 
Number of RSUs
 
Weighted Average Grant Price
 
Number of PSUs
 
Weighted Average Grant Price
 
Number of SSARs
 
Weighted Average Exercise Price
Balance as of December 31, 2014
2.0

 
$
57.13

 
0.7

 
$
57.99

 
0.7

 
$
40.09

Granted (a)
0.6

 
91.81

 
0.2

 
91.81

 
0.1

 
91.81

Vested
(0.9
)
 
49.11

 
(0.3
)
 
44.57

 

 

Balance as of March 31, 2015
1.7

(b) (c) 
73.39

 
0.6

(d) 
73.57

 
0.8

(b) (e) 
46.45

 
(a) 
Represents awards granted by the Company on February 26, 2015.
(b) 
Aggregate unrecognized compensation expense related to RSUs and SSARs was $128 million as of March 31, 2015, which is expected to be recognized over a weighted average period of 3.1 years.
(c) 
Approximately 1.7 million RSUs outstanding as of March 31, 2015 are expected to vest over time.
(d) 
Maximum aggregate unrecognized compensation expense was $31 million as of March 31, 2015.
(e) 
Approximately 0.6 million SSARs are exercisable as of March 31, 2015. The Company assumes that all unvested SSARs are expected to vest over time. SSARs outstanding as of March 31, 2015 had an intrinsic value of $36 million and have a weighted average remaining contractual life of 2.8 years.

On February 26, 2015, the Company granted incentive equity awards totaling $59 million to key employees and senior officers of Wyndham in the form of RSUs and SSARs. These awards will vest ratably over a period of four years. In addition, on February 26, 2015, the Company approved a grant of incentive equity awards totaling $16 million to key employees and senior officers of Wyndham in the form of PSUs. These awards cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics.

The fair value of SSARs granted by the Company on February 26, 2015 was estimated on the date of the grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions outlined in the table below. Expected volatility is based on both historical and implied volatilities of the Company’s stock over the estimated expected life of the SSARs. The expected life represents the period of time the SSARs are expected to be outstanding and is based on historical experience given consideration to the contractual terms and vesting periods of the SSARs. The risk free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the SSARs. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant.
 
SSARs Issued on
 
February 26, 2015
Grant date fair value
$
18.55

Grant date strike price
$
91.81

Expected volatility
25.38
%
Expected life
5.1 years

Risk free interest rate
1.64
%
Projected dividend yield
1.83
%


23


Stock-Based Compensation Expense
The Company recorded stock-based compensation expense of $15 million and $16 million during the three months ended March 31, 2015 and 2014, respectively, related to the incentive equity awards granted to key employees and senior officers by the Company. The Company recognized a net tax benefit of $6 million during both the three months ended March 31, 2015 and 2014, for stock-based compensation arrangements on the Consolidated Statements of Income. During the three months ended March 31, 2015, the Company increased its pool of excess tax benefits available to absorb tax deficiencies (“APIC Pool”) by $17 million due to the vesting of RSUs and PSUs. As of March 31, 2015, the Company’s APIC Pool balance was $129 million.

The Company paid $41 million and $44 million of taxes for the net share settlement of incentive equity awards during the three months ended March 31, 2015 and 2014, respectively. Such amounts are included within financing activities on the Consolidated Statements of Cash Flows.

15.
Segment Information
The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon net revenues and “EBITDA”, which is defined as net income before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing interest) and income taxes, each of which is presented on the Consolidated Statements of Income. The Company’s presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

 
Three Months Ended March 31,
 
2015
 
2014
 
Net Revenues
 
EBITDA
 
Net Revenues
 
EBITDA
Lodging (a)
$
292

 
$
76

 
$
237

(b)
$
64

Vacation Exchange and Rentals
369

 
105

 
379

 
85

Vacation Ownership
617

 
130

 
593

 
115

Total Reportable Segments
1,278

 
311

 
1,209

 
264

Corporate and Other (c)
(16
)
 
(34
)
 
(16
)
 
(34
)
Total Company
$
1,262

 
$
277

 
$
1,193

 
$
230

 
 
 
 
 
 
 
 
Reconciliation of EBITDA to Net income
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
2015
 
 
 
2014
EBITDA
 
 
$
277

 
 
 
$
230

Depreciation and amortization
 
 
56

 
 
 
56

Interest expense
 
 
26

 
 
 
27

Interest income
 
 
(3
)
 
 
 
(2
)
Income before income taxes
 
 
198

 

 
149

Provision for income taxes
 
 
76

 
 
 
59

Net income
 
 
$
122

 
 
 
$
90

 
(a) 
Includes $12 million and $9 million of intersegment trademark fees during the three months ended March 31, 2015 and 2014, respectively, which are offset in expenses primarily at the Company’s Vacation Ownership segment and are eliminated in Corporate and Other.
(b) 
Includes $2 million of hotel management reimbursable revenues for the three months ended March 31, 2014, which was charged to the Company’s Vacation Ownership segment and eliminated in Corporate and Other.
(c) 
Includes the elimination of transactions between segments.



24



16.
Restructuring
During 2014, the Company committed to restructuring initiatives at its vacation exchange and rentals and lodging businesses, primarily focused on improving the alignment of the organizational structure of each business with their strategic objectives. During the three months ended March 31, 2015, the Company reduced its liability with $3 million of cash payments and reversed $1 million primarily related to previously recorded contract termination costs. The remaining liability of $3 million as of March 31, 2015 is expected to be paid in cash primarily by the end of 2015.

In addition to the restructuring plans implemented during 2014, the Company had a remaining liability of $4 million as of March 31, 2015 for prior restructuring plans, which is expected to be paid by 2020.

The activity associated with the Company’s restructuring plans is summarized by category as follows:
 
Liability as of
 
 
 
 
 
Liability as of
 
December 31, 2014
 
Cash Payments
 
Other
 
March 31, 2015
Personnel-related
$
6

 
$
(3
)